Shelter
by J. Peterson
Summary: "You're awesome, y'know?" she offers, and it feels woefully inadequate when Max turns her head and their eyes meet. "I mean that." [Pricefield. Post-game.]
1. Chapter 1

**Disclaimer:  
** _Life is Strange_ and all characters belong to DONTNOD and Square Enix. No profit made, no infringement intended.

 **Notes:  
** So. New fandom for me, and – as has apparently become habit – I try my hand at a short fic to get to know the characters before I let any larger plotbunnies start nibbling at the carrot patch in my head. Aaand the wordcount so far looks like it's gonna end up anywhere between 10k and 15k.

Short. Right.

Anyway. I'm trying to get a grasp of Max and Chloe's personalities here, so if anything seems OOC, do me a huge favor and _tell me_. If you can, please also tell me _why_ it's OOC. That's the only way I'm going to improve.

Enjoy.

 **Shelter**

* * *

It isn't _that_ long of a drive to Seattle. Well... not normally. Even with traffic, it shouldn't be more than maybe six hours (which sort of begs the question of why she hasn't made the drive _before_ ) but in the wake of a hurricane that pretty much leveled a town, the lack of traffic is made up for by a definite increase in debris that adds a lot more to the travel time than any amount of cars would.

Chloe knows that her truck is sturdy – it has to be, to have lasted this long – so she isn't too worried, even if she does take care to concentrate extra hard on the road. Not that it keeps her from noticing the silence in the wide cab, or from sneaking worried glances out of the corner of her eye every few seconds.

True, Max is a quiet kind of girl overall. But this kind of quiet? This kind Chloe doesn't know what to do about. She could turn on the radio if there was any sort of signal here, but she tried that when they were driving through what was left of Arcadia Bay and got nothing but static. It figures that the storm that pretty much leveled a town would knock out the towers as well, of course, but damn if she doesn't desperately want to fill the silence somehow, because she can practically _feel_ Max sinking further and further into herself and she doesn't know how to stop it.

Her fingers tighten on the wheel, and she frowns as she tries to think of something to say. 'Thank you' seems ludicrously inadequate and probably won't help take Max's mind off of things. 'It's okay' is... so fucking far from the truth that she doubts she could get it out without some higher power striking her down, and Chloe swallows a sigh and sucks her lower lip between her teeth and wishes she was of any use at all when it comes to comforting someone.

She's not, and how fucking sad is that when Max is the only one she has _left_ to comfort? Especially since today proved beyond a doubt that she's probably been at least halfway in love with her since... shit, since forever. Max set the goddamn _standard_ for her in everything from friendship to affection to kindness to beauty, and now she's hurting and Chloe's just _sitting there_ like some kind of moron instead of doing something – _anything_ – to help her.

 _Fuck_.

"Hey." Chloe resists the urge to thump her head against the steering wheel, and settles a hand on Max's shoulder instead. The still-damp cotton is warm from either Max's body, the truck's occasionally-sputtering heater or both, and oddly, that makes _her_ feel a little better. "You're awesome, y'know?" she offers, and it feels woefully inadequate when Max turns her head and their eyes meet. "I mean that."

Stupid as it sounds even to her, it still manages to make Max smile; just a bit. "I don't feel particularly awesome," she admits, and Chloe doesn't miss the way her eyes flick to the rear-view mirror.

"You _are_ ," she insists, and shifts her hand to cover Max's own where they're clenching in her lap. "Because I say so."

That pulls a startled, little laugh from her best friend. "Well, excuse you, Captain. I wasn't aware this ship was a monarchy."

"Tyranny," Chloe corrects without missing a beat; smiling both because Max's lips are twitching in a way that usually means that she's trying to not to laugh, and because she can feel her hands relax under her own hold. "You could even say it's a... dictatorship."

Max groans. "That's _awful._ "

"Right?" But it got her at least somewhat out of the post-storm funk, and if bad puns do that, then Chloe's perfectly willing to be cornier than a field at harvest time.

Not that she's being entirely selfless. It's infinitely easier to focus on cheering Max up than it is to think about what she left behind. _Who_ she left behind, and how much it's going to hurt when she stops being able to just... _not_ think about it.

But right now, Max is playing with her hand in an almost absent-minded sort of way while she watches the passing forest, and Chloe allows herself the luxury of pretending that this is just a normal, quiet drive that they take because they can and because they want to; because they're young and stupid and the world is there for them to explore, and _not_ because they're newly and painfully wise to the fact that bad shit happens for no good reason.

So when Max notices an overlook they're passing and asks if they can stop there for a bit, Chloe throws the truck into a highly illegal u-turn in the middle of the abandoned road; one abrupt enough to make Max grab for the oh-shit handle and yelp and punch her in the shoulder when her eyes no longer look like they're gonna pop right out of her skull.

"Don't _do that!_ " she growls. "I'm way too young for a heart attack."

Chloe snickers, but does drive a good deal more carefully when she eases them off the road and onto the sandy stretch of emptiness that sits between the asphalt and the rust-spotted, metal railing that lines the edge of the cliff.

"Good spot for pictures?" she asks when she kills the engine and both of them climb out the truck, and notes – from the corner of her eye and with no small amount of relief – that the coastline curves enough for the remains of Arcadia Bay to be well out of view.

"Anywhere is if you look at it right," is Max's response, along with a crooked little smile that Chloe catches a glimpse of when it's aimed her way from over Max's shoulder.

"Thanks, Yoda." Snark – sometimes unfortunately – comes natural to her, but Max is well aware of that and so simply gives her a tolerant look in return. "Next you'll be telling me that I need to train myself to let go of everything I fear to lose."

There's a soft, huffed breath that might have become a wry laugh if it had been a little louder, and Max is resting her forearms against the railing and peering out over the calm seas. "That would be incredibly hypocritical of me."

"Mm?" Chloe leans on the railing next to her on one hip, and cocks an eyebrow while she fishes out a smoke and lights it. "Why?"

"I never learned to let go of you." The answer is aimed right into Chloe's eyes, and she feels mostly like something just hit her over the head; vaguely aware of the fact that her cigarette is dangling limply from her lips while the hand she's holding the lighter with just... _stops_ , halfway to her pocket. Even with the cool breeze coming off the water her face feels _way_ hotter than normal, but Max ducks her head to study her own hands, and that lets the rest of the world come back into focus. "I don't think I can. I know I don't want to."

And she... she doesn't fucking know what to _say_ to that. She _never_ fucking knows what to say when Max looks at her the way she just did, because that look is soft and warm and terrifying and _tempting,_ and always makes it feel as if she's stuck in time somehow; stuck reacting internally and completely unable to give any kind of outward response. So she pockets her lighter – finally – and sets one elbow on the railing while her other arm curls around Max's back.

"Jesus, Max," is what she finally ends up saying; staring into space with her best friend warm against her side.

Max's head becomes a pleasant, comforting weight against her shoulder, and she makes a thoughtful, little sound while Chloe takes another drag. "I think I like Spider Max better."

Chloe snorts a laugh because she's pretty sure she's gonna start crying otherwise.


	2. Chapter 2

The overlook is a nice spot. It's quiet, apart from the salt-tinged breeze rustling the leaves and the occasional cry of a swooping gull, and the air is still warm enough that they end up laying back across the hood and windshield of the truck. Chloe smokes with one arm tucked behind her head, and Max lies next to her and breathes quietly while she watches the sky change colors as the sun sinks lower.

" _Can we stay here for a while? And just... I dunno. I kinda want the world to stop turning."_

" _Sure, Max."_

Chloe still doesn't know what the fuck she's gonna do to help make any of this better. She understands the want to just sort of duck out; to not think, not _react_ and just experience for a little while. Hell, she's been doing the same thing pretty much since the second Max tore up that picture so she at least _kinda_ gets it, but that doesn't make her mind stop whirling; doesn't remove the fact that she dearly wants to fix this, even when she knows that she can't.

Heading for Seattle is the only even faintly viable option she's come up with so far, because Seattle has Max's parents and Chloe knows that Max probably needs someone to be her rock now. And that she herself isn't enough no matter how much she wants to be, because reasonable, shoulder-to-lean-on type adulting is most assuredly not a part of her skill set.

She used to be proud of that. Now she just looks at herself from a week ago and wonders how she could have been such a _fucking idiot_ and not noticed.

But yeah. Seattle, once Max wants to start driving again. Seattle, and the Caulfields, and then... then she's going to figure out what to do with herself. Find some way to become the kind of friend that Max deserves – the kind that's actually earned being saved at the cost of who knows how many others - because this sure as shit ain't it.

She thinks about Rachel a lot, in all that peaceful silence. It's exhausting but not anywhere near as bad as it was, and she has at least had a day or so to work her way through the memories; to get through the last four stages of grief, after spending about half a year stuck in the first one. She isn't _done_ , of course; not by a long shot, but Rachel? _Rachel is dead_ , and there really isn't any way for her to deny that anymore.

 _Rachel loved Frank_ is another truth she doesn't see much point in hiding from; not here, and certainly not now. It's painful and not just a little embarrassing to realize how much she read into things when it clearly wasn't there, but on the other hand, it... it also kinda helps. A little. It means that she wasn't betraying her almost every time she looked at Max over the past week and – knowing Rachel – that she would have been happy for her.

 _Goodbye, Angel_ , she thinks, with her eyes aimed at the peak of the heavens where the sky is just barely starting to darken. _Sweet dreams. And if you had anything at all to do with Max coming back? Thank you._

If what she thinks and where she looks when she thinks it is perfectly timed with the appearance of the first star of the night? Yeah, Chloe decides to chalk that up to coincidence. Time magic is one thing, and there isn't really room in her head for anything else right now.

"Hey." She realizes that Max's eyes has slipped shut when she turns her head. It isn't the first time she's noticed how much she likes the way the sun highlights the gentle dips and bumps of her features but it still catches her off-guard, and she pushes down how flustered she suddenly feels by reaching out to ruffle Max's hair. "Come on, you dork. No snoozing on my watch."

"I am on your _truck_ , and you don't even have a watch," is the response, with the dark head turning and a single, blue eye popping open to regard her. "And I wasn't sleeping."

"Sure." Chloe doesn't retract her hand because Max doesn't nudge it away, but she does stop ruffling the soft, chocolate-colored hair and just... catches it on her fingers instead. "Just checking the insides of your eyelids for cracks, right?"

"Right." There's an eyeroll that really should be patented, and then Chloe's halfway through pulling back her hand when Max reaches for it, but she doesn't push it away. Instead, fingers curl around her own, and Max pulls their joined hands down to rest on her belly and closes her eyes again. "Actually, I was thinking."

"Yeah?" The windshield is hard and kinda cold against the back of her head, but she's so preoccupied by the sensation of warm, slim fingers twining with her own that she barely even notices. "Penny for 'em?"

"Hm." Max's lips twitch into a half-smile, and now there are two hands playing with Chloe's own, just like in the truck earlier. Gentle, almost faint touches over the inside of her palm and the bases of her fingers, and that's actually surprisingly distracting. "Lemme see the penny first."

"What, you don't trust me?" Chloe scoffs, and feels her hand twitch when there's a lingering line traced over the inside of her middle finger. "Max, I'm wounded."

"Not if I can help it," is the quiet answer, and Chloe wants to bite her own tongue off because those hands are trembling now and the strain around Max's closed eyes is way more visible then it was before she opened her big mouth.

She doesn't really think about it; just yanks her hand free and uses it to pull Max over instead, until there are fingers clenching in the side of her tank and strained breathing against the top of her chest, and Max is shaking _everywhere_ while Chloe presses her hand against her back until she can feel her heart racing. "Shit, Max; I didn't mean to- fuck." She presses her face into the dark hair that smells like rain and apples, and Max's body is warm against her own and feels way too small and thin for everything she's had to go through in the span of five days; most of which Chloe's sure she can't even imagine. "I'm sorry."

"No." The answer is muffled, but firm, and then Max's sigh sends goosebumps all the way up the side of her neck. "You don't have anything to be sorry for." Slowly, her fingers relax their death-grip in the fabric by the side of Chloe's waist. "My storm, remember?"

"Dude." Chloe pulls back enough that she can make out at least part of Max's face; enough that she can see a smatter of freckles and the faint shadow Max's eyelashes casts on her cheek. "You had nothing _but_ shitty options. Don't kick yourself."

"I can't kick the universe," comes the wry mutter. "My legs aren't long enough."

"Well, mine are longer." Chloe gives her a squeeze. "Just tell me where to aim."

She's not sure if that's the right thing to say, and Max pulling tighter against her and burying her face in Chloe's neck doesn't really give a whole lot of clues because that could fall on both sides of the scale. But she said it so all she can really do is hope, and she does that while letting her head fall back against the windshield again and taking a drag.

It'd be nice to have some kind of hint for figuring out how to get all that invisible weight off of her best friend's shoulders. Even flash cards would do, because all she has to go on is language – spoken or body – and she's never been anywhere near an expert in either of those. At least Max is someone she's comfortable touching since physical closeness seems to help, though Chloe's pretty sure – as she exhales and watches the smoke drift into the air over their heads – that she'd be hugging the hell out of Max right now even if touching anyone else made her skin crawl.

"Sorry." Max is sighing and sniffling all at once; lifting herself onto one elbow and rubbing a hand over her face. "You're being unbelievably chill and I just climb all over you and go to pieces."

"Quit it." Chloe gives the back of her hoodie a yank, though not hard enough to actually pull her away. "I'd be freaking more if you _weren't_ tripping out."

"Chloe, you aren't freaking _at all_."

"That's only 'cause I'm pretty much drowning in denial right now." It's clear that the straightforward answer catches Max off guard. "I just-" She sighs. "Look, we're gonna have to deal with everything when we get to Seattle, yeah? So until then, I'm going to enjoy the drive and pretend it's just you and me hanging out because we can." Max's eyes are wide and aching, and Chloe finds a smile and flicks the remainder of her cigarette into the distance. "The world's gonna catch up soon enough, Super Max. But until it does, I'd prefer to focus on the good stuff. I'm gonna need the buffer, anyway."

There's a long moment where Max is simply watching her; silent and contemplative and looking very much like she's trying to figure whether or not she should argue, and Chloe just waits until she eventually sighs and settles back down.

"That's fair," Max decides, and settles an arm across her again while Chloe reclaims her loose hold around her friend's shoulders. "I'm probably going to need a buffer, too."

And that seems to be that, because they stay there while the sun sinks and the shadows lengthen, and talk about everything other than what they left and where they're going. She manages to make Max laugh several times, which- _Jesus_ , her face is gonna split in half if she keeps grinning this much. They don't even separate physically, so the feeling of Max's warmth against her side and the pleasant weight of her head on Chloe's shoulder doesn't move, and that's... that's nice. Just- lazy and peaceful and warm and really, _really_ nice.

So when Max – after they've both been cackling about something for a while – pokes her in the side and jokingly dares Chloe to kiss her, Chloe sobers and pulls back enough that she can get a good look at those eyes.

"You don't _have_ to dare me," she says, after studying them for a few seconds and hoping that she's reading the look in them correctly. "You know that, right?"

"No," is the quiet response, with Max's breath hitching a little when Chloe's fingers slip through her hair. "I didn't know that."

And there's probably more she could have said after that. Something about baby steps and one day at a time because slow and steady wins the race and a thousand other old cliches, because she's always been ridiculously overprotective where Max is concerned and the past week has only made that skyrocket. But she doesn't, and since the reason is that they're kissing – all hesitant softness, slow breaths and a gentle sort of curious honesty that's _so_ much better than any half-assed dare – Chloe decides to not worry about that for now.

She remembers, vaguely, catching snowflakes on her tongue as a kid, and thinks that this is probably what it would be like if she could do the same thing with sunlight. That's what it feels like, with Max's fingers slipping up along her arm to curl around her shoulder, with Max's breath in her mouth and the thud of her heartbeat steady and soothing under Chloe's palm where it presses against her back.

It feels like sunlight. But although Max is smiling against her mouth, it feels kind of shaky and her breathing is trembling a little too, so Chloe pulls back because _no way in hell_ is she willing to risk messing this up.

"Hey." She watches Max's face carefully, though her eyes are closed and she seems to be concentrating on her breathing, so there aren't a lot of clues for Chloe to pick up even though they're still nose to nose. "What is it?"

Max does look at her when she speaks, at least, and that look is half-frightened and half-elated, and altogether a look that Chloe had privately resigned herself to never have aimed at her.

"I really didn't pick you for the sensitive-chat type, Chlo," she says, and Chloe gives the back of her head a light whap because she's a fucking dork.

"Communication is important," she returns without really thinking about it, and then she sort of... stops. And blinks, because did she seriously just say that? She must have, because Max is covering her mouth with one hand and looks mostly like she's really, really trying not to laugh.

"Not a word," Chloe warns her, and that's when Max loses the battle and _cracks up_.

"You're adorable," she manages once Chloe's face is probably redder than a cherry.

"Shut the fuck up, Caulfield." Her glare is impressive and she knows that, but all it causes this time is giggling, though Max does at least _try_ to muffle it against her chest. "I'm hardcore and you know it." More giggles, and Chloe just sighs and lets the back of her head hit the windshield with a low _thunk_. "You are ruining my rep, short stuff; you know that?"

"Vertically challenged," is the immediate response, along with a light, reproving pinch to her waist. "And I'm not ruining anything. It's not _my_ fault I'm so hot that you start channeling Dr. Phil after all of one liplock."

"Excuse you!" Chloe tickles her for that, because even when Max is actively _trying_ to be arrogant, she just ends up looking all playful and self-satisfied and it's way cuter than anything should ever be, and if she doesn't _do_ something, she knows that she's gonna end up staring at her with the most horribly dopey, breathless look on her face. So Max is laughing like it's going out of style (Chloe knows the spots; duh. She found them all by the time they were ten) and Chloe _still_ has the most horribly dopey, breathless feeling somewhere in her chest.

She figures that it's alright, though. Max can only ever bring good things.

"I'm just really relieved that you don't hate me," Max mumbles later; long enough later, in fact, that Chloe has to take a few tics to figure out what the hell she's talking about.

When she does, it feels mostly like someone punched her full-force in the chest. "Hate you?"

"Chloe, _your mom_ was down th-"

"Stop." She places her palm over Max's mouth, and shakes her head. "Just stop. You are my best friend. There is literally _nothing_ you can say or do that will change that," she explains – or tries to – with her voice low and intent while she feels Max take a hard breath under her hand. "Ever. Okay?"

Max's only response is to bury her face in her shoulder and hold on for dear life, so Chloe pulls her closer and wishes - somewhat wistfully - that they had the ability to see themselves through each other's eyes.

It would probably be good for both of them.


	3. Chapter 3

It's dusk when they get far enough to reach a small town – smaller than even Arcadia Bay and consisting basically of a combined gas station and tourist trap, a motel and an ATM – and they split up there. Well, kind of. 'Splitting up' is really no more than her filling the tank while Max hits first the ATM and then the small store since she's the one with a debit card, but Chloe keeps her in view because she's still stuck in ridiculously-overprotective mode and doesn't really know how to get herself _un_ stuck.

'Weird' doesn't even begin to describe it. But it's a good kind of weird, like the picture Max took before they abandoned the overlook; of the view, but with a very obvious inclusion of the hood of a truck and three legs in the lower half of the frame: Chloe's own, and the one Max had slung across them.

" _Do you title these things?" she wonders, and listens to the flap of the photo when Max shakes it._

" _Sometimes."_

 _The photo is offered, so she takes it and studies it. "What would you call this one? 'Sealegs'?"_

" _You're so freaking poetic it makes my teeth ache." That's probably a 'no', then; even if Max is smiling. "I'd call it 'Priceless'."_

She cleans out the worst of the junk from the passenger side because that keeps her facing the windows to the small store. Max is browsing. For what, Chloe doesn't know, but it's not like she's gonna fault her a few minutes of pseudo-consumerism if it helps, so she shakes her head and shoves a few junkfood bags from who-knows-when into a nearby bin. Her next trip has her grabbing randomly for debris below the seats, and she finds some, but one of the items she grabs doesn't feel like a bunched up wrapper or pack of smokes, and she has to pull it out and into the glow of the overheads before she can figure out what it is.

When she does, she raises her eyebrows and hums, because _shit_ , that's actually pretty handy.

"All paid, Kemosabe," Max calls across the abandoned tarmac when she exits the store with a _swoosh_ of the sliding doors, and wraps her arms around herself in a way that Chloe assumes to be an effort to ward off the chilly evening. "God, would you believe they actually sell stuffed toys in there?"

"Long live capitalism and bored tourists with kids." Chloe pockets the envelope because it isn't needed right now anyway, and resists the urge to meet Max halfway and pull her in close enough to share her own body heat. "Please don't tell me I have to call you Tonto now."

"Ah, no. Please don't." Max grins in a crooked sort of way as she steps around the truck, and very clearly stops herself all of two steps away with a few, confused-looking flutters of her eyelashes. "I don't, uh... what were we talking about?"

Chloe's pretty sure that she knows what distracted her enough to cause the hiccup, so she takes the chance and steps close enough to fold her arms around Max and pull her in. She feels her stiffen and then relax, and finally lean against her with a sigh that's part lazy enjoyment and part wry surrender.

"I'm trying not to be needy," comes the grumble against her shoulder, but Max returns the embrace anyway. "You've been my personal jungle gym for hours."

There are so, _so_ many things Chloe can do with that phrasing, but she restricts herself to a smile that Max can't see, and rubs her back. "So," she says instead. "Which soft and cuddly thing did you almost buy?"

"Ass," is the half-groaned response.

"A soft and cuddly ass? I hope you mean the animal."

Max smacks her arm for that. Worth it. "Okay, so _maybe_ there was a teddy bear. _Maybe_ it was super cute and _maybe_ I was tempted, but I still resisted." She's scowling when she pulls back enough for them to look at each other, but even in the not-very-good lighting of a middle-of-nowhere gas station, Chloe can make out the glint in her eyes that tells her that Max is nowhere near as annoyed as she pretends to be. "I do have _some_ self-control."

"More than me," Chloe agrees peacefully. "Though I'm not sure that's saying much."

A smirk. "It's not."

"Watch it, hippie. You're the one being tempted by teddy bears."

"Shut it." That earns her the light tap of Max's fist against the front of her shoulder, as well as a faint blush as she now steps back fully. "It reminded me of you, okay?"

"... oh." And Chloe has absolutely no idea what to say to that, which is really fucking lame since she's pretty sure they're a thing now. She also has no idea what to do with her hands anymore, and so shoves them into her pockets. "So..." She rocks a little on the balls of her feet, and decides to fall back on joking. "You saying that you find me tempting, Caulfield?"

There's a single second where Max just _looks_ at her; where the corners of her mouth twitch into an insufferably unreadable, little smile. Then it's gone, and she's looking away and combing her fingers through her hair. "Anyway." There's another brief silence where Max takes a breath, while Chloe tries to figure out if that definite lack of an answer means what she _thinks_ it means. "Would it drive you absolutely crazy if we extended this little, impromptu roadtrip?"

Chloe follows her gaze to the motel across the street. "You sure?" She turns back to Max, and cocks her head. "We could make Seattle before midnight, no problem. I figured you wanted to see your folks."

"I do, but..." Max leans back against the side of the truck and rubs at her forehead. "What you said back at the overlook? About us having to deal with everything when we get there? You're right." Her shoulders slump subtly, and she looks so _tired_ all of a sudden; at once horribly young and still older than anyone should be, and Chloe isn't sure if she should hug her or leave her alone, so she compromises by squeezing her shoulder and leaving her hand there. "Maybe I'm a chickenshit, but I don't want to deal with it. Not yet." She glances up, and her lips shape a small smile. "I need a bigger buffer."

"Alright." It's not like it's a hard decision. Chloe sure doesn't have a timetable, and since Max is the only one she has left to care about, she's going to try to do it right. "And hey." She shifts her hand until her fingers curl around the back of Max's neck, moves close enough for their foreheads to touch and waits until their eyes meet. "You are _not_ a chickenshit. You're the bravest person I know. Okay?"

"Yeah." Something about the way Max's eyes drop suggests that she doesn't really believe her, and while that's not _fine_ , Chloe decides that she'll just have to keep insisting on it. "Okay."

"Well." A change of subject is definitely needed, so Chloe fishes the envelope out of her back pocket and holds it up. "Good thing I found this, then."

By the way Max's eyes widen, she recognizes it on sight and is very obviously distracted. And maybe just a tad outraged. "You kept _two thousand dollars_ in your truck?!"

"I was worried that my room was being checked over at regular intervals," Chloe defends, and taps the end of the envelope against Max's nose twice before her hand is batted away. "So yeah. But... admittedly I had no idea that it ended up under the seat, and with everything that happened after, I guess I managed to forget about it."

Max actually facepalms at that explanation, but the subject change has worked, so Chloe can deal with that. "Definite evidence of those blonde roots of yours."

"Don't push me, Max Factor." She gives the freckled nose a light jab with her index finger. "I have the power, and I _will_ tickle you again."

"Okay, okay!" The high-pitched agreement comes on a half-laugh as if Max's body is already reacting to the threat, and she jolts back a little and holds up her hands. "Your truck, your business."

"Damn right. And damn good thing I kept it in there, too, since we can definitely use it now." She slips out a bill and hands it over. "You wanna go grab us a room? I figure I can at least find the bare essentials in Tourist Trap LLC."

So that how they split up in a more literal sense. It's completely irrational how much she hates even letting Max out of her sight, and she knows that. Knowing it doesn't help, of course, but she does manage to shove it down somewhere, and to not give in to the urge to just run after her and make sure she's okay. Instead, she enters the small store that she watched Max putter around earlier, and raises a reasonably amicable hand to the man behind the counter.

"Your friend already paid for the gas, hon," he tells her.

"Yeah, I know." She fiddles a little with the other bills she freed and stuck in her side pocket, and looks around the silent shop. "But we're crashing across the street, so we need some stuff."

The man shrugs his flanneled shoulders. "If I got, I'm happy to sell it. Slow time of year." He looks almost old enough to be Chloe's father, though his hair is a deep black that's turning gray at the temples, and he has a good bit of stubble. "You folks come up from down south?"

"Yup." It's only on instinct that she's listening or even answering as she wanders around and grabs... well, whatever catches her eye, really. A charger with enough options that it should work for both their phones, toothbrushes and toothpaste, some shower stuff because she feels way more grunge than punk right now, drinks, food, _junk food_... "Going further. Just need a rest, I guess."

"Glad y'missed that damn storm. Radio went crazy in all the time it took for it to die."

"I bet," Chloe mutters, and stops, because that has to be the bear Max was talking about earlier. And it's cute. And blue. And wearing a leather vest.

 _Aw, shit._

The man doesn't quite manage to squelch his grin when she deposits her haul on the counter with the bear noticeably on top, but she's at least willing to give him points for trying.

"Hey; twins," he says. That loses him a few points and earns him a glare instead. "Alright, sorry. I noticed the little lady seemed to like that one."

"Yeah, well... rough day." And maybe the bear will make it at least a little better. "How much do I owe you?"

She slips back into the mild chill of a mid-October evening with two bags, and a little extra something she got her hands on because you learn how to ask about that sort of thing after a while. The bags aren't all that heavy even if they are a bit bulky once she's stuffed them into the truck, but the things she actually expects them to take with them tomorrow will take up significantly less space once they're out of their packaging anyway, so...

It feels a little stupid to _drive_ across the street, but it's easy to figure out which room is theirs since there's only one with any lights on. The door's open, too, with Max's bag dangling from the outside handle for good measure, so she pushes it open all the way and pokes her head inside.

This is... actually better than she'd imagined. It's kinda large for a motel room, for one; with another door across from her that probably leads to the bathroom, a limited kitchen-type area against the left wall and a sharp bend in the right one that widens the front part of the room enough for a TV that faces a double bed and a narrow closet. The bed makes her a little... something. It's not like they haven't shared one before, but they weren't kissing back then.

It does look like it's been around for a long time, but she expected that much. And it's clean and dry and a roof over their heads, and that's damn well good enough, she decides, and slips Max's bag free before setting it on the floor next to door.

"The owner's name is Rose," comes Max's voice, though Chloe can't actually see her until she closes the door and catches sight of the small table and its two, accompanying chairs by the window behind it. "She kind of reminds me of my grandma."

"Yeah? Which side?" Because she's met them long ago, and while they're both awesome women, Max's maternal grandmother is the type to spoil and hug and bake and cook, while her paternal grandmother is the type to explain and teach and coax and prod.

Max looks up from the polaroids she's spread across the better part of the table, and gives a small grin that usually means that she knows what Chloe's thinking. "Mom's side. She took one look at me and two seconds later, I'd spilled everything."

Chloe's ambled over to the few square feet that make up the kitchen area with a sink, a small fridge and a microwave that looks several years out of date, and sets her bags down on the tiny counter. "Everything?"

"Mph." The chair creaks when Max shifts, and there's the soft sound of her shuffling the photos around. "Well, everything that doesn't earn me a one-way ticket to a psych ward." Chloe can see her rubbing at her temples from the corner of her eye while she tries to be useful and at least put the edible things away. "Anyway. She gave us this room for like, nothing, and I had to argue to get her to accept that much. She even unlocked the cable package."

"Nice of her," Chloe murmurs, and hopes that there's something relatively un-shitty on, because God knows they both need a distraction. "Are you-" She stops herself there and bites her lip, because _Christ_ that's a stupid question; of course she's not okay. "What's on your mind?" she asks instead.

Max snorts, and it's low and exhausted. "Way too much," she mutters, and then just settles her arms on the table and rests her head on them.

She really needs to at least google this whole comforting thing at some point, Chloe decides, and flexes her fingers against the counter while she thinks. She ends up fishing the bear free from one of the bags – and scowling at it, because this thing is like _illegally_ cute – and stepping over to the table. She perches on the edge of it next to Max; holding the bear in both hands and resting it on her lap, and hoping to all hell that Max is just going to _notice_ , because she hasn't a fucking clue what to say.

Max notices. She also sort of... _freezes_ when she does; her head raised but her body still half-hunched over the table, and her eyes flicking from the bear to Chloe's face and back before starting over again. And Chloe picks at the bear's blue fur and hopes that the lighting in here is bad enough that the heat in her face isn't as obvious as it feels, but then Max's eyes are misting and now she's just freaking out because _fuck_ , this was _obviously_ a shitty idea and it's not like a fucking _teddy bear_ is gonna fix anything, so what was she even _think-_

She doesn't even see Max move. One second she's sitting, and the next she's up and has her arms around Chloe's neck with the bear probably getting a little squished between them, because she's hugging her like she's the only thing keeping her sane.

Okay, she thinks, and feels weirdly lightheaded when she wiggles an arm free and returns the hug as best she can. So maybe _not_ such a shitty idea.

"You," Max whispers next to her ear, with her voice shaky and wavering and fiercer than Chloe's ever heard it. "Are a grade-a, certified, five-star _mushball_ , and you are never gonna convince me otherwise."

Chloe groans. "Oh, fuck off. It's a teddy bear; not a marriage proposal."

"Duh." There's a low, little chuckle as the hug ends, and then the bear is plucked from her limp fingers for Max to study before those eyes lift to hers with a half-smile. "You already did that, remember?"

Oh. Well, shit, she sorta did, didn't she?

"Um, anyway." It feels kind of cowardly for her to change the subject, but the air between them is too... too _charged_ and filled with too many things that she can't even identify. "I think I found everything we're gonna need for an overnight stay, but if I missed something, the shop's open for a few more hours."

"Sure." Max doesn't push, which Chloe is ridiculously grateful for; she just gives her arm a squeeze before wandering over to poke through the last bag. "You think there are scissors or something around here?" she wonders. "Not sure there's an easy-open on all of these."

Chloe almost misses the words completely; she's too focused on the fact that the bear is snugly tucked under Max's arm and how warm the sight makes her feel. "Well, maybe," she mumbles when she catches up. She feels kinda shaky as she crosses over to the counter where Max is now setting the bear down, and pulls one of the two drawers open. "Ah." She hands over the scissors and gives the remaining contents of the drawer a glance – forks, knives, spoons; not many, but at least four of each – before sliding it shut again. Then she drops to open the cabinet that Max _isn't_ standing in front of because she's curious and a little desperate to _do something_ , and in there, finds plates and glasses and a few other sundries that at least cover the very basics.

There's the characteristic sound of hard plastic being cut and then peeled open, and from the corner of her eye she can see Max slipping the multi-charger free from its confines before dropping the packaging into the empty bag. Then she wanders off – over to the door where the TV's set on a low stand with a power outlet just above it – and stops there for a few seconds before setting a hand on her hip and looking around.

"I have the feeling I should probably put my phone on something soft so it doesn't vibrate onto the floor."

Chloe snorts softly. It's in agreement, because Max's phone has been out of juice since before they left Arcadia Bay, and knowing the Caulfields, a little thing like a lack of reception isn't going to stop them from trying to reach their daughter; especially not if news of the tornado has reached them, which it undoubtedly has.

"Here." She pulls off her beanie and tosses it over. "That should work, right?"

"Thanks." Max folds it up and puts it down, and then plugs the charger into her phone before her fingers hover over the switch on the wall. "Wait. Is there even signal here?"

She's secured a glass and is now pulling the container of juice back out of the fridge, but pauses long enough to pull her own phone out and check. "Yeah. Data's crap, but I think that, y'know, _actual_ phone signal is fine."

There's a soft _click_ , and by the time Chloe's opened the juice carton, filled her glass and slowly drained it, Max's phone has turned on and finally stopped vibrating, even if it did take over a minute.

"Holy shit," Max sighs, and bends enough to pick the phone up without unplugging it. "67 missed calls. 28 from mom, 25 from dad, and the rest from the clan at large." She takes another slow breath. "Oh. There's a couple from Kate, too."

"Blackwell Kate?"

Max's laugh is soft and kinda shaky, but still there. "I doubt she'd appreciate that moniker, but yeah. I guess her parents picked her up and got out before the storm hit."

Chloe never knew Kate other than from what Max has mentioned about her, but she's glad to know that at least _one_ person made it out alive, aside from the two of them. The fact that it's someone Max cares about is just a bonus. "Are you _sure_ you don't wanna keep heading for Seattle?"

"Yeah. Yeah, I'm sure; I c-" Her voice cracks but she doesn't turn or even look over, so Chloe tightens her fingers around the edge of the counter and stays where she is. "I'm just gonna... send out a mass text or something. I'll start calling people once this thing's charged enough that I can unplug it and avoid the back aches."

"Okay." She watches her for a while, though, because right now she's the only one who _can_ and is stupidly aware of that fact. But Max is, like, a _gazillion_ times stronger than she looks, and it really doesn't take long for her breathing to settle or her shoulders to loosen, or for what little Chloe can see of her face to start relaxing in the bluish glow of the phone's screen as she taps out a message.

So she swallows a sigh that's half-relief and turns around, and tries not to think about the fact that nobody is blowing up _her_ phone. She listens to the little sounds in the room, instead; the rush of the breeze outside the window, the low humming that comes from the fridge and the steady push and pull of Max's breathing. They're both here, she reminds herself. They're both alive, and they're together, and that's enough.

Everything else... everything else will be dealt with later, so she takes a deep breath and lets it trickle back out, and feels the bands around her chest loosen enough for her to regain her presence in the moment and realize that she's still thirsty.

"Chloe?"

"Yo." She's listening, but her attention is also somewhat on filling her glass again. "What's up, Spider Max?"

"I think I want to have sex with you."

"Hrnkth." Orange juice apparently burns like a _mother_ when it comes out of your nose because _fucking ow_ , and Chloe's slamming the glass down on the nearest surface and grabbing for a handful of single-ply that she almost buries her face in as she coughs. "What, _now?"_ she wheezes when she's regained enough control of her breathing, and blinks rapidly to clear her eyes.

Max is standing at the end of the small counter; both arms wrapped around herself and a visible flush to her cheeks, but although she's shuffling a little – her feet shifting as if she can't quite decide whether to move forward or step back – her gaze is calm and her breathing even.

"You're the only thing that matters to me." Her voice is soft and steady and sends shivers down Chloe's spine, and although there's a flicker of uncertainty in her eyes, Chloe knows somehow that it's uncertainty about _her_ thoughts, and not Max's own. "I've lost you way too many times in the past week, and... I love you." Her fingers curl in the cotton of her t-shirt, and she spends a few seconds chewing at her own lower lip before taking an audible breath. "So yeah, now. Tonight. If you want."

So. Some part of Chloe _has_ admittedly played with the thought of... _this_. Not constantly, because there's kinda been a lot of other shit for her to focus on and it _has_ only been a bare week. But yeah, she's toyed with the idea of how this could maybe play out. A lot. For way more than a week.

She never managed to think up a scenario like this one, though, and definitely not one where she's standing there with orange juice all over her face and gaping like a stunned fish. And sliding down the cabinet to land her ass on the floor with a _thump_ when her legs decide to give out on her.

"Holy shit, Caulfield."

Max is turning redder by the second, but smiles a little anyway. "Least smooth way ever of propositioning someone?"

Chloe takes a breath and scrubs a hand over her face, mainly because she's never been good at figuring out the right thing to say and she really doesn't want to say the _wrong_ thing. "Well, you got my attention," she mutters, and that must be at least an _okay_ response, because Max gives a low, little snort and drops to a seat next to her with a sigh. "Dude, have you ever even-"

"No." Max is ducking her head enough for her voice to sound a little muffled, and if Chloe thought her mind was reeling before then this has got to be, like, reeling times infinity because holy shit.

 _Holy fucking shit_ , that's... That's new, for one. She's had sex before, sure; not enough to label it _Bang-the-Bay-Two-Kay-Whatever_ , but yeah. She's pretty sure that she's never been the one with the most experience, and she's absolutely certain that she's never been the only one with _any_ , which... is kinda scary. Especially since... Okay, so given how looking and _maybe-sorta-flirting_ and now kissing keeps happening, she knew somewhere in the back of her head that fucking was an option. Possibly. At some indeterminate point in the future.

But the fact that Max is actually open to the idea of it happening and wants it to happen _now?_ That's tripping her up so much that she's surprised she doesn't have concrete-burn on her face, and she has to just sort of grab at the back of her own head and curl a little in her seat and _breathe_ , because she is _not_ prepared for the sheer amount of _everything_ that rolls through her at the notion.

"Hey." Max's hand is warm against her bare shoulder, and her voice is low and a little worried, now. Apologetic, even. "Chloe, if you don't want t-"

"That's not it," she says – blurts, really – and makes a hasty, almost panicked grab for Max's hand. "That's- no. That's not it." It's Max's right hand she's grabbed, she realizes a little dimly as she tries to think of a way to explain; it's slim and long-fingered ('artistic types tend to have longer fingers', some part of her brain rambles) and softer than her own, and she lets herself get lost in studying it while her mind chases itself in whirling little circles.

This hand holds (held? Max hasn't mentioned it and Chloe hasn't asked) enough power to bend _time and space_ , which is officially blowing her mind all over again considering how small and how … well, _normal_ it feels. It's warm and steady compared to how clammy and shaky her own hand has become, and she's struck all over again by how _brave_ her best friend really is; enough to just say what she wants without demands or expectations; enough to put the idea out there even if it is out of the blue and ten flavors of awkward, and simply wait to see what Chloe has to say about it.

Of course, at this point she doubts that anyone knows the risk of time passed and the price of opportunities missed better than Max Caulfield.

"It's not that I don't want to," she finally says when her doesn't feel quite as foggy or spinny anymore. "I mean- Max, lets be honest here; you know I'm pretty much gaga for you, right?"

"Yeah, I kinda figured." Max's cheeks are definitely pink, but she's smiling in this shyly-sort-of-happy way while her fingers twitch in Chloe's grasp. "It's mutual."

Chloe kinda figured that, too, but hearing it still makes her chest grow warm in a way that would be monumentally embarrassing if she was sitting here with anyone else.

"I'm just worried," she admits, and plays with the fingers she holds. "Sex can really fuck things up, and I don't want you – _us_ – to rush into anything when we don't have to." Max is watching her quietly; patient as ever, and Chloe blows out a breath. "I mean, don't you think it's kinda soon? That maybe the _location_ leaves a little to be desired?" she wonders, because Christ, Max deserves way better than some backwoods motel, even if the owner is nice. She deserves, like... roses. Champagne. Soft music. She deserves every fucking cliche in the book, and certainly more than a high school dropout with an attitude and nothing more to her name than a beat-up truck.

"I think that society as a whole puts way too much weight on the where and the when, and not nearly enough on the who," is what Max says, and her expression is an interesting cross between fondness and exasperation and not just a little irritation. "Everything is 'wait for the right time' or 'wait until you're older' or 'make sure you're ready', like it's some big, massively traumatic thing if you willingly hop in the sack with someone you like and it _isn't_ automatically, inexplicably flawless for everyone involved." Her eyes are a little dark like they tend to get when she's on the verge of being angry, so Chloe strokes her thumb across the back of her hand and that seems to help. "I think that the concept of sex overall – especially sex for the first time - has been elevated to a ridiculous level of half-assed almost-mysticism that does way more harm than good, and I think that if _you_ think I give a shit about anything other than the fact that it's going to be with you, that you're delusional." Max holds her gaze for several heartbeats, and then sighs and drops her head back against the cabinets. "That's what I think," she adds towards the ceiling, as if for good measure.

Chloe watches her for a while, and then switches her position enough that she can hold Max's hand with her other one and leave an arm free. She lets that arm curl around her best friend's shoulders, and pulls her in until she can rest her cheek against the top of Max's head and feel the warmth of her body all the way along her own side.

"Ever consider going into politics?" she wonders when they've been sitting peacefully for few moments, and feels more than hears Max's derisive snort in response.

"Yeah, bite me." Her voice is warm, though, and her fingers curls a little tighter around Chloe's. "The last thing I need is _more_ headaches."

That's probably true. "Alright." Chloe sighs and presses her lips against Max's temple because she's allowed to. "Do me a favor, though?"

"Anything."

"Think about it for a little while longer. I know," she quickly adds when she feels Max stiffen and suck in a breath to argue. "I know. Okay? But I can't say no to you, Max, so please. Just give it at least until we actually go to bed because _I_ need to wrap my head around this." Those blue eyes lose their fire at that, and Max exhales hard enough to ruffle her own bangs. "And because I don't think I can take it if you end up regretting it."

"Low blow, Price," Max mutters, but sighs and lets her head drop back to Chloe's shoulder. "Okay. I can do that."

"Duh; you're Super Max," Chloe chuckles, and watches the ceiling while her heart hammers against her ribs and Max's phone vibrates again every few minutes. "You can do anything."


End file.
